Swissray International, Inc. 31 Gordon Road Piscataway, NJ Phone (908) Fax (732)

Transcription

1 Service Plan Quotation Quotation for: Gadsden State Comm. College Prepared by: 1001 Geo Mallace Drive Joanne Musarra Gadsden, Alabama Phone: (908) Site # Payment Terms: Annually in Advance Comments or Special Instructions: See attached Standard Terms and Conditions included with this quotation. CONTRACT EFFECTIVE DATE: April 25, 2014 Date: March 14, 2014 Quote No: JM-A Valid until: May 13, 2014 Catalog No. Description Price Quantity Extended Price Service and Warranty Plans S.MO.SP ddrmodulaire Full Service Agreement 24, , This is a One (1) Year Contract This Contract will remain in effect for One (1) Year Coverage: 8:00 am to 5:00 pm, Monday through Friday (excludes Swissray holidays) Preventive Maintenance: Two (2) preventive maintenance inspections per year to ensure utmost quality and system performance. Labor: Applications phone support and remedial maintenance required to maintain the equipment to specifications during coverage hours. Labor requested outside of coverage hours will be billed at the current rates. Parts: All parts required to maintain the equipment to specifications. Excludes abuse and/or neglect. Glassware: Excludes Glassware. Travel Expenses: All travel expenses included. Product Enhancements: Includes all applications software enhancements not requiring hardware changes. Option Discount: 15% discount on all new features and functions (excludes Expert Center and Image Management products). Price per Year - Paid Annually in Advance Annually payments of $24, TOTAL NET PRICE PER YEAR $24, If you have any questions concerning this quotation contact Joanne Musarra, (908) , joanne.musarra@swissray.com Page 1 of 3

2 Customer Acceptance Re: Swissray International Quotation No. JM-A dated March 14, 2014 The referenced sales quotation is accepted as written together with Swissray International's Standard Terms and Conditions. Our purchase order [ ] is / [ ] is not attached. (P.O. No. dated.) Signature of Authorized Representative Title Company / Institution Date Signed Special Instructions: Instructions: Complete this form filling in all information. Sign and Date. Fax a copy of the completed form to Swissray International as indicated above. If you have any questions concerning this quotation contact to Ed Pol, (914) , ed.pol@swissray.com Page 2 of 3

3 Additional Options The following options listed below are available for purchase with the quoted products at an additional cost. They have not been included in the formal quotation and are not included in the total price. Contact your Swissray representative for additional information. Additional Options Date: March 14, 2014 Quote No: JM-A Valid until: May 13, 2014 Catalog No. Description Price Quantity Extended Price Service and Warranty Plans Please select the option you would like to purchase from the list below S.MO.GP ddrmodulaire Glassware Support Option 4, Option to include glassware (x-ray tube) with our ddr System Technology Support Plan. Quarterly payments of $1, S.MO.XC9 ddrmodulaire 5-9 Extended Coverage Option 5, pm - 9 pm Monday thru Friday. Quarterly payments of $1, S.MO.XC12 ddrmodulaire 5-12 Extended Coverage Option 10, pm - 12 pm midnight Monday thru Friday. Quarterly payments of $2, S.MO.XC24 ddrmodulaire 24x7 Extended Coverage Option 14, hours per day / 7 days per week. Quarterly payments of $3, LABOR Swissray Standard Hourly Labor Rates - Rates with Shared Service Agreement Monday - Friday 8 am to 5 pm Monday - Friday all other hours Saturday all day Sunday all day Rates with Service Agreement (except Shared Service) Monday - Friday within coverage hours No Charge Monday - Friday outside coverage hours Saturday all day Sunday all day Standard Rates without Warranty / Service Agreement Monday - Friday 8 am to 5 pm Monday - Friday all other hours Saturday all day Sunday all day Labor billed door-to-door (travel time included). Technical Phone Support first 15 minutes at no charge. If you have any questions concerning this quotation contact Joanne Musarra, (908) , joanne.musarra@swissray.com Page 3 of 3

4 3.2 Premium Technical Support Services. If (i) the applicable purchase order indicates that Customer has elected to receive Premium Technical Support and (ii) Customer has paid all fees relating thereto, then Swissray shall provide the Support Services between the hours of 8:00 a.m. and 9:00 p.m., EST, seven (7) days a week. SERVICE AGREEMENT - STANDARD TERMS AND CONDITIONS 1. Certain Definitions. For the purpose of this Service Agreement - Standard Terms and Conditions (this Agreement ), the following terms have the meanings specified or referred to in this Section 1. Customer means an individual or entity that purchases Support Services from Swissray in accordance with the terms hereof. Product means the hardware, software, documentation, accessories, supplies, parts and upgrades (excluding third party products that carry their own warranties) that are provided by Swissray to Customer pursuant to Customer's order. Product Enhancement means as to Swissray software enabling to correct or adjust minor errors in the functionality of the Swissray software that is embedded or incorporated in a Product at the time of delivery of the Product to Customer. In no event shall Product Enhancements include any new software products or new versions of such software products developed by Swissray. Support Services means the support services applicable to a Product that are available for purchase by a Customer either at the time of Product purchase, or prior to installation of such Products for which support services are being purchased. Support Services include hardware maintenance and repair, software updates and maintenance, training, and other standard support services provided by Swissray, as set forth herein. Swissray means Capitalized terms not defined herein shall have the meaning given to them in the Service Plan Quotation, which is incorporated in, and is made part of, this Agreement. 2. Eligibility to Receive Support Services. Customer shall only be eligible to receive Support Services hereunder if (i) it has paid the purchase price of, and all accrued fees associated with, the Product and the Support Services, (ii) it is not otherwise in default or violation of any material provision of this Agreement or the applicable Product purchase agreement, and (iii) it adequately meets the prerequisites for Support Services as outlined in this Agreement. 3. Type of Support Services. 3.1 Basic Technical Support Services. Unless otherwise agreed upon by Customer and Swissray, or unless Customer has purchased Premium Technical Support Services as set forth below, Swissray shall provide the Support Services during the normal business hours of its principal place of business in East Brunswick, New Jersey. Unless otherwise specified in writing to Customer, Swissray s normal business hours are between 8:00 a.m. and 5:00 p.m., EST, Monday through Friday, excluding Swissray holidays and United States holidays. 4. Reporting Procedures. Only duly authorized employees of the Customer shall be permitted to report problems or otherwise communicate with Swissray. Customer will report problems and communicate with Swissray s support personnel by calling Swissray Technical Support at Scope of Support Services. Prior to commencement of Support Services, Swissray may, at its sole discretion, request an inspection of the Product in order to assess if there are any pre-existing condition not caused by Swissray. If Swissray, at its sole discretion, determines that there are pre-existing conditions not caused by Swissray, Swissray may, at its sole discretion, charge the Customer for said inspection and repairs. Commencing on the Contract Effective Date and during the Term, Swissray shall render the following Support Services to Customer, subject to the terms and conditions of this Agreement: 5.1 Response to Customer Reports. If Customer reports a problem (pursuant to and in accordance with Swissray s reporting procedures described in Section 4 above), Swissray will respond to the Customer by phone within approximately 30 minutes from the time in which the problem was reported to Swissray. 5.2 Repairs. Swissray shall use its best effort to correct, when possible, verifiable and reproducible defects of the Product as reported to Swissray in accordance with the reporting procedures set forth in Section 4 above. The cost of all repairs, labor and travel are included in the contract price, unless otherwise indicated. Swissray is available 24 hours-a-day, 7 daysa-week for repair of the equipment identified in this contract. Swissray will provide a 15 minute telephone response time and a 4 hour on-site service if needed and if agreed to by the Customer and Swissray. The Product will be repaired in a timely manner to keep downtime to a minimum. The cost of upgrades, major reconditioning, cosmetic restoration, rentals, overhauls, equipment relocation, losses as a result of theft, water damage, environmental problems, or other occurrences usually covered by conventional property insurance, charges due to operator s negligence, omissions, abuse, misuse and /or the damage or failures resulting from the intentional or unintentional introduction of a computer viruses or malware are specifically excluded from this Agreement and the Support Services set forth herein shall not be offered to the Customer absent an ad hoc agreement signed by the parties. 5.3 Preventive Maintenance. If Customer s support plan includes Preventive Maintenance, then Customer will be entitled to two (2) preventive maintenance inspections per year. In such event, Swissray will perform scheduled (planned) maintenance on the Product. The Product must be made available at the time specified in Sections 3.1 or 3.2 of this Agreement, as the case may be. 5.4 Product Enhancements. In the event that Swissray makes Product Enhancements generally available to its customers at any time while Customer is entitled to receive these Support Services, Swissray shall provide Customer with one copy of such Product Enhancement, and such Product Enhancement shall be included in the computer programs licensed to Customer under the applicable Terms & Conditions of Sale. 6. Parts, Materials and Consumables. The provisions of this Agreement shall apply to any replacement parts furnished or installed by Swissray with the exception of X-Ray tubes. In the 1

5 event that Customer desires to extend the scope of this Agreement to X-Ray tubes, it shall do so in writing; Swissray shall charge for this service separately at the then prevailing rates. Replacement parts provided under Support Services may include new parts, or even used or refurbished parts, at Swissray s sole discretion. Replaced parts shall become the property of Swissray upon removal from the Product, unless otherwise agreed by the parties and provided that Customer pays the applicable purchase price of the replaced parts. Consumables parts and parts subject to wear and tear are not covered by this Agreement. 7. Maintenance of Support Systems. In order to preserve the Product and maximize its performance and duration, Customer agrees to maintain the environment where the Product is installed or placed and the support systems including, but not limited to, electrical power and air conditioning, consistent with the industry standards and Swissray s instructions accompanying the Product. Customer understands and agrees that should any failure of any such systems result in a Product defect or malfunctioning, Swissray will not be responsible for the cost of the repairs necessary to fix such defect or malfunctioning. 8. Uptime Guarantee Swissray guarantees that the equipment contained in this proposal will achieve a 99% uptime as described within this document. This guarantee will be in effect starting on the commencement date of this service agreement. Uptime statistics will be evaluated for each successive 12 month agreement period. If the equipment covered under this agreement fails to achieve the 99% uptime criteria, then the contract will be extended according to the following schedule: For every one (1) percent of down time in excess of ninety-nine (99) percent Swissray will extend the length of the subsequent service contract by 2 weeks. Uptime will be calculated using the following formula: Uptime = Base time Downtime Base time Base Time is the total of all the principal period of equipment operating hours, less all hours of planned maintenance that are performed during the principal period of maintenance. Downtime is the time when the equipment is inoperable to the point where a diagnostic image cannot be produced or clinically unacceptable and the system is not being used to image patients. Downtime will be calculated during the principle period of maintenance and commences when the customer notifies Swissray that the system is inoperable and available for service. Downtime ends once the system is available for clinical use. Note: The installation of system modifications, improvements and/or updates as scheduled by mutual agreement of both parties will not be considered downtime. Repairs and adjustments required as a result of items beyond Swissray s control, including but not limited to damage through misuse, operator error, failure of environmental systems, power failure, and acts of God, will be excluded from downtime calculations. The uptime guarantee will only remain in effect as long as the system is continuously supported by a Swissray service agreement. 9. Taxes. Prices are exclusive of all federal, state, local and foreign taxes, levies, duties and assessments on the Product, which shall be the sole responsibility of Customer. Customer shall be responsible for providing in a timely manner all documentation, in the nature of exemption certificates and the like, necessary to refrain from tax collections, such as sales tax, which Swissray would otherwise be obligated to make. 10. Service Rates. The annual cost for the aforementioned services is set forth in the Service Plan Quotation. The cost of any services provided by Swissray which are outside the scope of this Agreement (labor, travel, parts) will be invoiced to the Customer at Swissray s then prevailing rates. Payment is due upon receipt of Swissray s invoices. All delinquent balances will be charged interest rate at one and onehalf percent (1 ½%) per month (which is equal to 18% per annum). 11. Limitations and Exclusions. Swissray shall have no obligation whatsoever to provide Support Services for: (1) any products or services that are not branded as Swissray products and any other third party computer programs, technology or hardware; (2) improper installation, use, storage, care or maintenance by Customer; (3) abuse, misuse, alteration or obliteration of Swissray s trademark, (4) normal wear and tear and wear resulting from abnormal use of parts subject to wear; (5) modification, alteration or retiming of a Product, or combination with another product; (6) cycling a Product not in accordance with Swissray s specifications; (7) adding a unit timed or driven by a product; (8) use of products (including supplies) or software not furnished by Swissray, (9) accident, neglect, misuse or abuse; (10) any other failure by Customer to comply with Swissray s Product documentation or procedures, including any failure by Customer to maintain the environment and support systems, including but not limited to, electrical power and air conditioning, consistent with the industry standards and Swissray s specifications; (11) use of any Swissray software other than the version(s) thereof provided, or made available, by Swissray; or (11) exposure conditions outside the range of the environmental, power and operating specifications provided by Swissray. The costs of upgrades, major reconditioning, cosmetic restoration, rentals, overhauls, equipment relocation, losses as a result of theft, water damage, environmental problems, or other occurrences usually covered by conventional property insurance, operator s negligence, abuse and/or misuse of the Product are specifically excluded from this Agreement but may be subject to an ad hoc repair agreement or contract by and between the parties. 12. Entire Agreement and Cancellations. This Agreement, together with the Service Plan Quotation, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, between the parties hereto with respect to the subject matter hereof. This Agreement may not be amended orally, but only by an agreement in writing signed by the parties hereto. Cancellation or earlier termination of this Agreement must be submitted sixty (60) days prior with written notification of termination. 13. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflict of law provisions. Should any dispute arise under this Agreement, the parties consent to personal jurisdiction in the State of New Jersey, and agree that any lawsuit, claim, dispute, or action arising out of or concerning this Agreement shall exclusively be brought before and adjudicated by the Courts of the State of New Jersey, or the Federal Courts of the State of New Jersey if they can or may have or acquire subject matter jurisdiction. 2